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Legislation #: 081137 Introduction Date: 11/6/2008
Type: Ordinance Effective Date: 11/30/2008
Sponsor: None
Title: Approving a plan for Industrial Development for Cerner Properties, Inc., and authorizing the issuance of Taxable Industrial Revenue Bonds (Cerner Properties, Inc., South Campus Project) Series 2008A, in a maximum aggregate principal amount not to exceed $45,000,000.00; authorizing and approving certain other documents; and authorizing certain other actions in connection with the issuance of said bonds.

Legislation History
DateMinutesDescription
11/4/2008 Filed by the Clerk's office
11/6/2008 Referred to Finance and Audit Committee
11/19/2008 Advance and Do Pass as a Committee Substitute, Debate
11/20/2008 Passed as Substituted

View Attachments
FileTypeSizeDescription
081137.pdf Authenticated 251K Authenticated
South Campus 2008A Factsheet v3.xls Fact Sheet 66K Revised Fact Sheet
Comprehensive Analytical Tool (CAT)_Cerner_South Campus.pdf Fact Sheet 70K Comprehensive Analytical Tool (CAT)_Attachment to ED Project Fact Sheet
Revised 2 South Campus Industrial Development Planw-attachments.pdf Other 749K Other
Economic Development Project Fact Sheet_Cerner_Innovation Campus.pdf Fact Sheet 63K Economic Development Project Fact Sheet
ED I Policy memo_Cerner_Innovation Campus.pdf Staff Report 90K ED&I Policy memo
Revised South Campus Industrial Development Planw-attachments.pdf Other 655K Other
South Campus 2008A Factsheet v2.xls Fact Sheet 66K Revised Fact Sheet
First Supplemental Lease Agreement - Series 2008 v.3 (South Campus).doc Other 138K Revised First Supplemental Lease Agreement
South Campus Industrial Development Planw-attachments.pdf Other 369K Other
Master Lease v.2 (South Campus).doc Other 291K Other
Indent 2008 v.3 (South Campus).doc Other 415K Other
First Supplemental Lease Agreement - Series 2008 v.2 (South Campus).doc Other 137K Other
First Supp Indenture-2 (South Campus).doc Other 146K Other
BPA 2008A-1.doc Other 54K Other
#8774293v5_DB03_ - Development Agreement--Chapter .DOC Other 106K Other
South Campus Series 2008A Fiscal Note.xls Fiscal Note 29K Fiscal Note
South Campus 2008A Factsheet v1.xls Fact Sheet 65K Fact Sheet

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COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 081137

 

Approving a plan for Industrial Development for Cerner Properties, Inc., and authorizing the issuance of Taxable Industrial Revenue Bonds (Cerner Properties, Inc., South Campus Project) Series 2008A, in a maximum aggregate principal amount not to exceed $45,000,000.00; authorizing and approving certain other documents; and authorizing certain other actions in connection with the issuance of said bonds.

 

WHEREAS, the City of Kansas City, Missouri, a constitutional charter city and municipal corporation of the State of Missouri (the City) is authorized pursuant to the provisions of Article VI, Section 27(b) of the Missouri Constitution, as amended, and Sections 100.010 to 100.200, inclusive, of the Revised Statutes of Missouri, as amended, and the City of Kansas City Charter (collectively, the Act), to issue its revenue bonds for the carrying out a project or projects under the Act, such revenue bonds to be paid solely from revenue received from such project, and to enter into a lease of the facilities financed with the proceeds of such revenue bonds with any person, firm or corporation; and

 

WHEREAS, the City has heretofore prepared and approved plans for the industrial development of the City and desires to approve an Industrial Development Plan (the Plan) for the benefit of Cerner Properties, Inc., a Delaware corporation (the Company); and

 

WHEREAS, the City intends to issue its Taxable Industrial Revenue Bonds (Cerner Properties, Inc. South Campus Project) (the Bonds) for the purpose of purchasing, constructing, improving and extending a project (the Project) to be located at an approximately 764,742 square foot office complex located at 103rd Street and Hickman Mills Drive with a street address of 10236 Marion Park Drive in Kansas City, Missouri (the Project Site); and

 

WHEREAS, notice of the Project was given to the taxing jurisdictions in accordance with Section 100.059.1 of the Revised Statutes of Missouri; and

 

WHEREAS, the City has heretofore and does hereby find and determine that it is desirable for the economic development of the City and within the public purposes of the Act that the City issue its Taxable Industrial Revenue Bonds (Cerner Properties, Inc. South Campus Project) Series 2008A, in the maximum aggregate principal amount not to exceed $45,000,000.00 (the Series 2008A Bonds), for the purpose of acquiring and installing certain personal property comprising the Project, as more fully described in the Indenture and in the Lease hereinafter authorized, which Project shall be located at the Project Site and leased by the City to the Company, with an option to purchase; and

 

WHEREAS, the principal amount of the Series 2008A Bonds, will be advanced over a period not to exceed ten years, commensurate with the Citys incremental acquisition of the property comprising the Project, and such property will be leased by the City to the Company for a period of ten years (subject to earlier termination as provided in the Lease) commencing in the year of the advance; and

 

WHEREAS, the City further finds and determines that it is necessary and desirable in connection with the Project and the issuance of the Series 2008A Bonds that the City enter into certain documents, and that the City take certain other actions and approve the execution of certain other documents as herein provided; NOW, THEREFORE,

 

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

 

Section 1. Approval of Plan. The City Council hereby finds and determines that the Project will promote the economic well-being and industrial development of the City and the Project will be in furtherance of the public purposes set forth in the Act. The City Council hereby approves the Plan for the Project.

 

Section 2. Authorization for the Project. The City is hereby authorized to provide for the purchase of the Project, all in the manner and as more particularly described in the Indenture and the Lease hereinafter authorized. The City is hereby authorized to accept a bill of sale for the personal property to constitute the Project.

 

Section 3. Authorization of the Series 2008A Bonds. The City is hereby authorized to issue and sell its Taxable Industrial Revenue Bonds (Cerner Properties, Inc. South Campus Project) Series 2008A, in an maximum aggregate principal amount not to exceed $45,000,000.00, for the purpose of providing funds to pay the costs of the Project. The Series 2008A Bonds shall be issued and secured pursuant to the herein authorized Indenture and shall bear such date, shall mature at such time, shall be in such denominations, shall bear interest at such rates, shall be in such form, shall be subject to redemption and other terms and conditions, and shall be issued in such manner, subject to such provisions, covenants and agreements, as are set forth in the Indenture.

 

Section 4. Sale and Terms of Bonds; Authorization and Execution of Series 2008A Bond Purchase Agreement. The Series 2008A Bonds will be sold to the Company under the terms of a Bond Purchase Agreement between the City and the Company (the Purchase Agreement). The maximum aggregate principal amount of the Series 2008A Bonds shall be $45,000,000.00, the interest rate on the Series 2008A Bonds shall not exceed 5.00%, principal shall be payable at maturity, the maturity date shall be no later than December 1, 2028, the Series 2008A Bonds shall be purchased at 100% of the principal amount thereof and the Series 2008A Bonds may be redeemed at any time at a redemption price equal to the principal amount thereof plus accrued interest. The Director of Finance or the City Treasurer are each authorized to execute the Purchase Agreement for and on behalf of and as the act and deed of the City.

 

Section 5. Limitation on Liability. The Series 2008A Bonds and the interest thereon shall be limited obligations of the City payable solely out of certain payments, revenues and receipts derived by the City from the Lease described below, and such payments, revenues and receipts shall be pledged and assigned to the Trustee named below as security for the payment of the Series 2008A Bonds as provided in the Indenture. The Series 2008A Bonds and the interest thereon shall not constitute general obligations of the City or the State of Missouri, and neither the City nor said State shall be liable thereon. The Series 2008A Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, and are not payable in any manner by taxation.

 

Section 6. Authorization of Documents. The City is hereby authorized to enter into the following documents (the "City Documents"), in substantially the forms presented to and reviewed by the City at this meeting (copies of which documents shall be filed in the official records of the City), with such changes therein as shall be approved by the officials of the City executing such documents, such officials signatures thereon being conclusive evidence of their approval thereof:

 

(a) Development Agreement (the Development Agreement), between the City and the Company for the purpose of setting forth covenants, agreements and obligations of the City and the Company with respect to the Project and the Bonds.

 

(b) Trust Indenture (the Indenture), between the City and the trustee named therein (the Trustee), pursuant to which the Series 2008A Bonds shall be issued and the City shall pledge the Project and assign certain of the payments, revenues and receipts received pursuant to the Lease to the Trustee for the benefit and security of the owners of the Series 2008A Bonds upon the terms and conditions as set forth in the Indenture.

 

(c) Lease Agreement (the Lease), between the City and the Company, under which the City will acquire the Project and lease the Project to the Company pursuant to the terms and conditions in said Lease, in consideration of rental payments by the Company which will be sufficient to pay the principal of, premium, if any, and interest on the Series 2008A Bonds.

 

(d) Purchase Agreement.

 

Section 7. Creation of Series 2008A Bond Fund. The City is hereby authorized to establish with the Trustee pursuant to the Indenture, a special trust fund in the name of the City to be designated the City of Kansas City, Missouri, Bond Fund Cerner Properties, Inc. South Campus Project, Series 2008A and the City shall cause all sums required by the Indenture to be deposited therein and shall create all accounts therein required by the Indenture.

 

Section 8. Execution of Documents. The Mayor is hereby authorized and directed to execute the Series 2008A Bonds and to deliver the Series 2008A Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the City in the manner provided in the Indenture. The Director of Finance is hereby authorized and directed to execute the City Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, for and on behalf of and as the act and deed of the City. The City Clerk of the City is hereby authorized and directed to attest to and affix the seal of the City to the Series 2008A Bonds and the City Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance.

 

Section 9. Further Authority. The Mayor, Director of Finance and other officials, agents and employees of the City as required are hereby authorized and directed to, take such further action, and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the City with respect to the Series 2008A Bonds and the City Documents.

 

Section 10. Effective Date. This Ordinance shall take effect and be in full force and effect ten days from and after its passage by the City Council.

 

____________________________________________

 

Approved as to form and legality:

 

 

_________________________________

Heather A. Brown

Assistant City Attorney